PACIFIC HORIZON FUNDS, INC.
(the "Company")
Supplement dated January 15, 1999
to Prospectus dated July 1, 1998
On January 14, 1999, the Board of Directors of the Company
approved the proposed reorganization of the Company with Nations
Fund Trust, Nations Fund, Inc. and Nations Institutional Reserves
(collectively, "Nations Funds"), three investment companies that
are part of the Nations Funds family of mutual funds. The
proposed reorganization will be submitted to a vote of the
shareholders of the Company on or about April 12, 1999. If the
reorganization is approved by shareholders, and certain other
conditions are satisfied, the assets and liabilities of each of
the Company's portfolios will be transferred to similar portfolios
in the Nations Funds family, and the shareholders of the Company's
portfolios will become shareholders of Nations Funds. A combined
proxy statement and prospectus with respect to the proposed
reorganization will be mailed to shareholders in advance of the
meeting. If the reorganization is approved by shareholders, it is
expected that the reorganization will occur in mid-May 1999.
It is proposed that each portfolio of the Company would reorganize
into the corresponding Nations Funds portfolio indicated below:
PACIFIC HORIZON FUND CORRESPONDING NATIONS FUND
Prime Fund Cash Reserves
Treasury Fund Treasury Reserves
Government Fund Government Reserves
Treasury Only Fund Government Reserves
Tax-Exempt Money Fund Municipal Reserves
California Tax-Exempt
Money Market Fund California Tax Exempt Reserves
Aggressive Growth Fund Small Company Growth Fund
Asset Allocation Fund Asset Allocation Fund
Capital Income Fund Capital Income Fund
International Equity Fund International Equity Fund
Blue Chip Fund Blue Chip Fund
Flexible Income Fund Diversified Income Fund
Intermediate Bond Fund Intermediate Bond Fund
U.S. Government Securities
Fund Government Securities Fund
National Municipal Bond Fund Municipal Income Fund
Short-Term Government Fund Short-Intermediate Government Fund
California Municipal Bond Fund California Municipal Bond Fund
